On November 22, 2023, the U.S. Securities and Exchange Commission (SEC) announced that it issued an order postponing the effective date of the share repurchase disclosure rule (Repurchase Rule).[1] The Repurchase Rule was discussed in our previous client alert. As a result of the SEC’s order, the Repurchase

Continue Reading SEC Stays Share Repurchase Disclosure Rule

In an opinion issued on October 31, 2023, a three-judge panel of the United States Court of Appeals for the Fifth Circuit found that the U.S. Securities and Exchange Commission (SEC) acted “arbitrarily and capriciously” in adopting the share repurchase disclosure rules[1] and, as a result, remanded (rather than vacated) the rules and directed “the SEC to correct the defects in the rule within 30 days” of the opinion (or, November 30, 2023).[2]Continue Reading Share Repurchase Rules: Fifth Circuit Directs SEC to Correct Defects 

Join Wilson Sonsini for its 2023 Public Company General Counsel Webinar Series. Throughout November, Wilson Sonsini will host three virtual sessions on new SEC governance and disclosure requirements, including clawback policies, cybersecurity governance and disclosure, and share repurchase disclosure. To attend any of the three sessions, please register here.

Continue Reading Webinar Series Alert | Navigating New SEC Rules: November 1, 15, 29

On June 9, 2023, the U.S. Securities and Exchange Commission (SEC) published notices and orders granting accelerated approval of the amended clawback-related listing standards proposed by the New York Stock Exchange (NYSE) and The Nasdaq Stock Market LLC (Nasdaq) earlier this week. The amended versions of the NYSE and Nasdaq listing standards were discussed in our previous post.Continue Reading SEC Approves NYSE and Nasdaq Clawback-Related Listing Standards

Propose Effective Date of October 2, 2023

[Note: This post has been updated to reflect Nasdaq’s filing of an Amendment No. 1 on June 6, 2023 (posted June 7) proposing to delay the effective date of its clawback-related listing standards until October 2, 2023, consistent with the NYSE’s Amendment No.

Continue Reading NYSE and Nasdaq File Amended Proposed Clawback-Related Listing Standards [Updated]

On May 3, 2023, the U.S. Securities and Exchange Commission (SEC) adopted final share repurchase disclosure rules “to modernize and improve disclosure about repurchases of an issuer’s equity securities that are registered under the Securities Exchange Act of 1934.” In a significant shift from the proposed rules, the final

Continue Reading SEC Adopts Share Repurchase Disclosure Rules

On April 28, 2023, the U.S. Securities and Exchange Commission (SEC) reopened the comment period for its rulemaking proposal, Modernization of Beneficial Ownership Reporting, through the later of 30 days after the reopening release is published in the Federal Register or June 27, 2023.

The SEC reopened the comment

Continue Reading SEC Reopens Comment Period for Proposed Amendments to Beneficial Ownership Reporting Rules

In December 2022, the U.S. Securities and Exchange Commission (SEC) adopted amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (Exchange Act). These amendments added new conditions to the availability of the affirmative defense under Exchange Act Rule 10b5-1(c)(1) and became effective for Rule 10b5-1 plans entered into

Continue Reading Reminder: Tracking Rule 10b5-1 Plans and Disclosure Timing

On April 26, 2023, the U.S. Securities and Exchange Commission (SEC) published a notice of an open meeting to be held next Wednesday, May 3, 2023, to consider whether to adopt rules requiring additional disclosures relating to issuers’ equity share repurchases.

The SEC proposed the share repurchase disclosure rules back

Continue Reading Share Repurchase Disclosure Rules on SEC Agenda for May 3